REMUNERATION POLICY FOR THE BOARD OF MANAGEMENT OF ASML HOLDING N.V. (VERSION 2021) Remuneration Policy for the Board of Management of ASML Holding N.V. (version 2021) Public Board of Management Remuneration Policy 2021 This remuneration policy for the Board of Management of ASML Holding N.V. (“BoM”) applies as from January 1, 2021 onwards. The remuneration policy was approved by the Supervisory Board (“SB”) of ASML, upon recommendation of its Remuneration Committee (“RC”) and adopted by the General Meeting (“GM”) on 29 April 2021. The Works Council exercised its right to cast its advisory vote prior to adoption. Remuneration as a strategic instrument The remuneration policy supports the long-term development and strategy of the Company in a highly dynamic environment, while aiming to fulfill all stakeholders’ requirements and keeping an acceptable risk profile. More than ever, the challenge for us is to drive technology, to serve our customers and to satisfy our stakeholders. These drivers are embedded in the identity, mission and values of ASML and its affiliated enterprises and are the backbone of the remuneration policy. The SB ensures that the policy and its implementation are linked to the Company’s objectives. The objective of the remuneration policy is to enable ASML to attract, motivate and retain qualified industry professionals for the BoM in order to define and achieve our strategic goals. The policy acknowledges the internal and external context as well as our business needs and long-term strategy. The policy is designed to encourage behavior that is focused on long-term value creation and the long-term interests and sustainability of the Company, while adopting the highest standards of good corporate governance. The policy is aimed at motivating for outstanding achievements, using a combination of non-financial and financial performance measures. Technology leadership and customer value creation are the key drivers of sustainable returns to our shareholders. Remuneration principles The remuneration philosophy that ASML applies for all its employees includes the principle that ASML wants to pay what is fair in the relevant labor market. The SB applies the same principle for the BoM of ASML and in doing so takes the pay and employment conditions for the ASML employees into account when formulating the remuneration policy. The level of support in society for the remuneration policy that ASML applies is important to us and is taken into account when formulating the various elements of this remuneration policy. The Supervisory Board has considered the external environment in which the Company operates, the relevant statutory provisions and provisions of the Dutch corporate governance code, competitive market practice as well as the guidance issued by organizations representing institutional shareholders and input from ASML’s major shareholders. Furthermore, advice has been obtained from an external remuneration expert as well as from the Works Council. The policy is built on the following principles: • Transparent – the policy and its execution are clear and practical • Alignment – the remuneration policy is aligned with the Short-term Incentive and/or Long-Term Incentive policy for ASML senior management and other ASML employees Remuneration Policy for the Board of Management of ASML Holding N.V. (version 2021) Page 2 of 14 Public • Long term – the incentives focus on long-term value creation • Compliant – ASML adopts the highest standards of good corporate governance • Simple – the policy and its execution are as simple as possible and easily understandable to all stakeholders Reference group and market positioning Similar to the remuneration philosophy for all ASML employees, ASML offers the BoM a remuneration package that is competitive compared to a relevant labor market. To define this market, a reference group is created, consisting of companies that are comparable to ASML in terms of size and complexity, data transparency and geographical area. For as long as ASML is positioned around the median of the group of companies with respect to size (measured by enterprise value, revenue and number of employees) and thus complexity, the median market level may serve as a reference in determining the level of pay for the BoM. In principle, the benchmark is conducted every two years. In the year without a market assessment, the SB considers the appropriateness of any change of base salary on the market environment as well as the salary adjustments for other ASML employees. To ensure an appropriate composition of the relevant labor market, the SB reviews the composition of the reference group at the time a benchmark is conducted. Substantial changes applied to the composition of the reference group will be proposed to the shareholders. The reference group consists of the following companies: Reference Group composition AkzoNobel Legrand Alstom Leonardo-Finmeccanica Continental Nokia Covestro NXP Semiconductors DSM Philips Ericsson SAP Essilor Schindler Evonik Solvay Givaudan Yara International Infineon Technologies Total Direct Compensation The remuneration levels are determined using the Total Direct Compensation (“TDC”). TDC consists of base salary, a short-term incentive (“STI”) and a long-term incentive (“LTI”). Each component and corresponding performance measures are described in this chapter. Base salary The policy prescribes a benchmark that will only be conducted for the TDC level. The base salary of BoM members is derived from this level. Remuneration Policy for the Board of Management of ASML Holding N.V. (version 2021) Page 3 of 14 Public Variable compensation The performance parameters are set by the SB and consist of financial and qualitative measures in such a way that an optimal balance is achieved between the various Company objectives, both in the short term and the long term. By doing so, it is ensured that the variable compensation (the STI and LTI) contributes to the strategy, long-term interests and sustainability of the Company. The SB may adjust the performance measures and their relative weighting of the variable income based on the rules and principles as outlined in this policy, if required by changed strategic priorities in any given year. The SB assesses the extent to which performance standards are met at the end of a performance period. Variable compensation (on-target) Presidents Other Board members STI 80% 80% LTI 120% 120% Total Variable Compensation as % of base salary 200% 200% The SB has the discretionary power to adjust the incentive pay-out up- or downward if it feels that the outcome is unreasonable due to exceptional circumstances during the performance period (‘ultimum remedium’). Scenario analyses of the possible outcomes of the variable remuneration components and their effect on the remuneration of the Board of Management are conducted. Short-Term Incentive The STI refers to the annual performance-related cash incentive that is applicable to all members of the BoM. The target level of the STI is set at 80% of base salary for all members. In case of excellent performance the maximum opportunity amounts to 150% of target. In order to achieve alignment in the remuneration structure of the BoM and other ASML employees, the STI performance measures, target setting and pay-out scheme as set out in this remuneration policy are in principle the same as for the STI that is applicable to all employees world-wide in ASML (except employees in the Netherlands that fall under the local collective labor agreement and that so far have an own profit sharing plan). For the STI the following criteria are set: Performance Measure Weight Qualitative 1. Technology Leadership Index 20% 2. Market position 20% Financial 60% 3. Every year, prior to the performance period, the SB choses several financial measures, depending on business challenges and circumstances, with a total weight of 60%. Total 100% Remuneration Policy for the Board of Management of ASML Holding N.V. (version 2021) Page 4 of 14 Public The financial measures are in principle chosen from the following list. The SB may deviate from this list when necessary, given any specific challenges in a given year, but will as much as possible choose measures from the below list. Measure Description Sales Revenues as included in the US GAAP financial statements Gross Margin % Gross Profit as a percentage of revenues R&D opex R&D expenses as included in the US GAAP financial statements SG&A opex SG&A expenses as included in the US GAAP financial statements EBITDA Margin % Income from operations (plus depreciation and amortization) as percentage of revenues EBIT Margin % Income from operations as percentage of revenues Net Margin % Net income as a percentage of revenue Free Cash Flow Cash flow from operations minus purchases of Property, Plant and Equipment and intangible fixed assets Cash Conversion Cycle1 DIO+DSO-/-DPO Capital Expenditures Investment in property, plant and equipment The performance measures form a balanced mix of financial (60%) and other business measures (40%), which together ensure a balanced focus on both the (financial) performance of the Company in the short term, as well on the sustained Company future in terms of technological advancement and customer satisfaction. Although the targets are set and assessed on an annual basis, in their character they fuel long-term success. For each of the performance criteria the SB sets challenging, but realistic target levels. The target setting and performance review occur on an annual basis, except for circumstances where the SB considers semi-annual target setting more appropriate. All performance measures are set in advance and will not change during the performance period. The pay-out levels are prorated upon the level of achievement of the aforementioned performance criteria. Below threshold performance, there is no pay-out. Meeting threshold performance will result in a pay-out of 50% of target pay-out. In case of excellent performance, the maximum pay-out is capped at 150% of the target pay-out.